Still Waters 2point5: The Ace of Spades
by RedPBass
Summary: Class 3A has moved on and are now seniors in High School. Now Madoka must face her toughest enemy yet; will her friends be able to save her? Final chapter is up.
1. Chapter 1

Still Waters 2.5: The Ace of Spades

123456

Ticking Away The Moments That Make Up A Dull Day

123456

----

----

----

School had just let out, and Madoka, now a senior in High school, decided to blow off her club meeting to pick up a CD she had wanted for a while. She had just turned on to the street the music store was on when a commotion in an alley caught her attention.

"Hey! I said stop, you! You can't get away with this!"

"Hmph. That one is below me," an arrogant sounding voice said. Madoka couldn't tell if the voice came from a man or a woman, but the speaker sounded young, like someone in their teenage years. Curious, she slowed to a stop and glanced into the alley entrance just in time to see a person of less than average height, with a hoodie and an odd half-mask that covered the face from the nose down, strolling toward her with hands stuffed in pockets.

"What are you looking at?" the person asked; Madoka recognized the arrogant voice from before, and it made something inside her bristle.

"Nothing. Nothing at all," she said pointedly as she met the other person's gaze and held it for a long ten count.

"Heh, that's cute. See you 'round, _kogal_*," the person said, brushing past and tossing her a meaningless wave.

"K…kogal!?!" She just watched the person's back as they left, her mouth left hanging by the jerk's insult. "I'll kill him…!"

"Stupid Nelle," a girl said from the alleyway.

Madoka looked over to see who had spoken.

The girl was also of slightly less than average height, and had foreign features to go with her curly, light brown hair. The girl suddenly realized Madoka was there and shot her a surprised look, then glanced back into the alley. Madoka looked back there and saw a body lying there.

"Ah…"

"Eh heh…"

She grabbed Madoka's hand and dragged her into the alley.

"Look," the girl said, kneeling down behind a box. "You can't tell anyone about this, ok?"

Madoka knelt down by the body and poked it; she was relieved to hear a light groan. "What happened to him?"

"…I asked him to help me with a problem," the girl said sullenly. "You see, someone is going around picking fights and causing trouble."

Madoka checked her watch...Misa would be expecting her at the CD shop soon. "And…? That's not particularly uncommon, you know."

The girl grimaced. "Well…this person is calling themself the Ace of Spades," she admitted.

Madoka just looked at her blankly.

"The Ace of Spades? The legendary Hero of the Night? He helped clean up Mahora's streets?" the stranger elaborated.

"…how long ago was this?" Madoka asked, settling down in a comfortable position against the wall. She had never heard anything about this before…it sounded a bit interesting.

The girl pouted for some unknown reason. "About eight years ago."

"Ah."

"…"

"So, what does this have to do with you?" Madoka asked as she twisted her watch around her wrist; it was a habit she had picked up a long time ago.

"Well…the Ace of Spades was my older brother," she admitted.

"Can't he take care of it?"

"…he can't. He's in the other—ah, I mean, he's in the US right now."

Madoka's cell phone rang at that moment, and she excused herself to answer it. "Hello?"

The strange girl politely ignored the conversation, instead staring hard at Madoka and sizing her up.

Madoka hung up her phone and turned back to the girl. "That was a friend of mine. Well, it's been interesting, but I've got to go, so—"

"I'm Liliana Rosario, call me Lily. Nice to meet you," the girl said suddenly, holding out a hand.

Madoka hesitantly took the girl's hand and gave it an awkward shake. "Kugimiya Madoka. Look, I've got to go—"

"Kugimiya Madoka, huh? Are you _that_ Kugimiya Madoka?" Liliana asked slyly.

Madoka eyed her warily. "What do you mean?"

"Oh, only the Kugimiya Madoka who beat a certain senpai half unconscious when he tried to corner her once, that's all. The one who beat him senseless and then left him there and denied the whole thing when the police came."

"…"

"…" Liliana was grinning widely at her, now.

"…"

"I hear the case is still open, you know."

"…all right, what do you want?" Madoka asked.

"I want you to defeat the Ace of Spades and return honor to the name my brother made famous," Liliana said seriously. She gave a dismissive look to the man lying on the floor of the alley and sniffed disdainfully.

"Why me?" Madoka asked wearily. "There are a lot of fighters you could choose from. You could probably even get Takahata-sensei to do it," she offered.

"Because _you _can do it. I saw you fighting once a long time ago, you know. You could beat this imposter easy."

Madoka cocked an eyebrow at that. "It's nice to know someone has faith in me, but I really have to go."

The girl grinned wickedly. I'm sure the police would like to know about you~" Liliana said, taking out her cell phone.

Madoka decided a little intimidation was in order, so she rounded on the girl, adopted her scariest expression, and loomed over her. Well…loomed as well as she could, considering she was only an inch or two taller. She mentally cursed her lack of height. "What's to stop me from preventing you from making that call? Or any call, ever again?"

Liliana's grin changed from playful to sinister. "What's to stop me from knifing you here in the street? Do you think the police would ever find out who did it?"

All playing immediately ceased and the two girls faced off in the alley.

Madoka eyed Liliana warily. Granted, she had made a real bonehead move there, threatening the girl; but then again, this 'Liliana' certainly didn't _seem_ to be making empty threats. She had no worries about this girl's supposed ability to knife her; many had tried before, more than a few obviously more skilled at it than this girl, but someone capable of trying something like that was also much more likely to try other, more underhanded things as well.

"Heeey, Madokaaaa~" someone sung out. Both girls' attention was ripped to the entrance of the alley, where another girl with long purple hair stood. "Come on, Madoka, we've got stuff to do."

Madoka just gaped at Misa for a moment, unable to formulate a response.

"Well, Madoka-san, it looks like a crisis has been averted," Liliana said cheerily. "Here, this is my number. Call me when you're ready to do this, and I'll find out where the target will be."

Madoka took the piece of paper and stuffed it into her pocket without looking at it. "Yeah, yeah. It sounds like this is a dangerous guy, maybe you should stay away from him."

Liliana looked sheepish. "I can't. You see, it's sort of my fault—"

"Madoka, are you coming? I'd like to get to the shop _today_," Misa demanded from the street.

Madoka sighed. "Yeah, I'm coming." She turned back to Liliana. "And you…I guess I'll help you. But if you try anything…"

"Ok. Thank you so much, Madoka-san. You don't know how much I appreciate this!" Liliana said. She ran to the end of the alley, then turned around and waved. "I'll talk to you later, Madoka-sempai!" She ran past Misa and disappeared into the passing crowd in the street.

Madoka sighed. Sempai? "Yeah…" She joined Misa out in the street and sighed.

"So…what was that all about?" Misa asked.

"She wants me to fight somebody," Madoka said sullenly.

"Oooh, sounds fun. Who is it?" Misa asked as they started to walk.

"Some guy calling himself the Ace of Spades," Madoka said. Honestly, the Ace of Spades? What kind of nickname was that?

"The Ace of Spades, huh? Sounds like a pro wrestler."

Kugimiya laughed at that. "He dresses like some kind of ninja-wannabe, and he's even shorter than me!"

"Heh~ sounds like a weirdo."

"Tell me about it. So, did you ever talk to…"

----

Their voices faded out as they walked away, until the unusual girl sitting behind a dumpster in a nearby alley could no longer distinguish them from the noise of the afternoon crowd. She glanced down at her clenched fists and forced herself to calm down. Panicking would do no good, here. She cursed her bad luck at ever coming to this town, and curled up in a fetal position. This stupid, stupid town…stupid Mahora, stupid girl, stupid Lily, stupid mask, stupid Ace of Spades… Tears started to fall and she squeezed her eyes tightly shut. She wished she could scream, but even that simple thing was denied her, had been denied since she was a baby. She turned to face the wall and tried to get some sleep. It would wake up again soon, and there was no telling when she would get a chance to rest again. She raised a hand to the scars hidden by the short scarf she always wore, and relaxed a little. Just a little. Those scars were the one constant in her life at this point; everything else…

She pulled her hood up as far as it would go and wept bitterly; she wished she had never left her home in Brazil in the first place.

----

----

----

Author's Notes: A little story about Madoka, and introducing some new characters that may show up in Still Waters 3 from time to time…I hope you like it. It should be four, maybe five chapters long. Eight at the very most, but that's very unlikely. Also, in case you're confused, this story takes place a few years after the events in Still Waters 2. The class are now seniors in high school, and Negi is teaching a different class. This story occurs a couple years before Still Waters 3.

*Kogal = basically a supposedly shallow, trendy young school girl that tries to look fashionable in a certain way; they apparently have a reputation for being easy. There are articles on wikipedia and elsewhere. I believe this is something Madoka would take offense to, especially the way Mr. 'Ace of Spades' said it.


	2. Chapter 2

Still Waters 2.5: The Ace of Spades

123456

There's Someone In My Head, But It's Not Me.

123456

----

----

----

Liliana sat back in her desk and tried to keep her gaze from drifting back to Negi-sensei. It seemed she was fighting a losing battle, but it could be worse. She glanced across the room at an empty desk and couldn't stop the frown that crept into place. 'Stupid Ace of Spades…'

"Liliana-san? Liliana-san!"

She snapped back to reality and found Negi-sensei standing by her desk. For someone who was supposed to be twelve or thirteen, he was awful cute. If she had just run into him on the street, she would have thought he was at least sixteen…!

"What did you need, Negi-sensei?"

He smiled at her and she felt herself melt.

"Please pay attention to the lecture, Liliana-san. There will be a test tomorrow, and you will need to know this information."

Liliana grinned sheepishly and shrugged. "Sorry, sensei…" She focused her attention on her textbook, but her gaze soon began wandering again, back and forth between Negi-sensei and the empty desk. Between 'He's so cute!' and 'Why did it have to be _her_?'

----

When school finally let out, Liliana dropped by the dorm to drop off her bag. She was careful to avoid looking at her roommate's empty bed that had lain untouched for almost a week now, thanks almost entirely to no one but Liliana Rosario. She tucked her knives into the hidden loops under her shirt and skirt and stepped out into the hallway.

Now, this Kugimiya Madoka…Liliana had seen her fight once or twice the year before. The older girl was _good_. While she would much prefer someone like the infamous Ku Fei, Kugimiya Madoka was no slouch. But could she stand up to the power of the Ace of Spades…? Only time would tell.

Liliana exited the room and went downstairs, avoiding conversation wherever she could. Of course, that wasn't much of a problem, as she had few friends among her fellow dorm-dwellers.

The class rep gave her an odd look as she brushed by, and then she was finally out of the claustrophobic dorm and back into the open air. "I'll never get used to this place," she grumbled under her breath. Honestly, everything was so small here…she had been considered short back home, but here in Japan she had been upgraded to the bottom-side of average height, and it seemed the entire country was shrunken six inches from what she was used to, and—

"Hey, Lily."

Lily heaved an annoyed sigh. Great. That tomboy freak ghost girl.

"What is it, Sakai-san?" Liliana asked irritably as she slowed to a walk and glanced at the speaker. How irritating…she was already in a bad mood, the last thing she needed was to be cornered by _her_.

"You should be more careful with your possessions, you know? Bad things can happen if something gets into the wrong hands," Sakai-san said in a serious tone as she shifted her bag from one shoulder to the other. The girl's face betrayed her amusement at Liliana's mistake, however.

Liliana gave the other girl a good, long look. Some people said Sakai Reiko was creepy, claiming to be able to see ghosts and being into the occult and whatnot, not to mention the sword case she carried at all times…the girl also didn't know how to show respect to her elders.

"What does it matter to you? And don't call me Lily. It's Rosario-sama or Rosario-sempai to you," she stated irritably. Stupid first years.

Sakai-san shrugged condescendingly and just _looked_ at her. Liliana had to struggle to keep from throttling the girl, standing there looking so smug.

"What are you looking at?"

"Nothing. Just contemplating on whether I should take a walk."

With a supreme effort, Liliana forced down her urge for violence and turned away. "Whatever." She set off toward the downtown area, where the Ace of Spades often appeared.

After ten minutes or so of walking, she couldn't stand it anymore and rounded on the other girl. "Why are you following me?"

Reiko shrugged. "I just felt like taking a walk, is all."

"…right. And what's with that shit-eating grin, huh? What are you trying to pull, here?!" Liliana demanded.

"Why, nothing. Nothing at all. Why would you think otherwise?" Reiko replied, totally deadpan.

Liliana gritted her teeth together to keep a string of expletives from escaping. It seemed this girl was always intent on doing her best to drive her crazy.

After walking in silence for a good fifteen minutes, Reiko spoke up. "How bad is it? Is she still herself, or…?"

Liliana tensed, but bit back her retort. "She should still be herself. I don't know how long she can hold out, though…the only one I know of who was able to use the artifact without any bad side effects was my brother Ruben."

Reiko cocked her head to the side as if looking at something that wasn't there. "They remember that," she said after a moment. "He did a lot of good things."

Liliana nodded. Her big brother Ruben was as close to a hero as one could get; good natured, protective of the weak, willing and able to fight against those who misused their power…like a superhero or something.

"Oh…thanks, Sayo," Reiko said, looking at nothing that Liliana could see.

"Sayo? That's one of the ghosts, right?" Liliana asked as she walked.

"Yeah. Yue-san found something about the mask," Reiko said.

Liliana stopped walking and faced the girl. She recognized the name; 'Yue-san' was a person Reiko often talked about in matters of ghostly or paranormal research. "What did she find out?"

"Sayo says it's too much to explain here, let's go to the library and talk to her in person," Reiko said.

Liliana was already walking.

----

"Madoka!" Misa complained. "How long are you going to hang around here?"

Madoka looked up from the computer display in the library and gave Misa a blank look. "Something wrong?"

"I'm just tired of waiting. Why don't you ask the librarians? I'm sure they could help you find something about this guy a lot more quickly than what you're doing now."

Madoka leaned back in her chair and crossed her arms. Misa's suggestions made sense, true…but she didn't know much of anything beyond a nickname that only ever brought up unrelated things in computer searches. It was likely, if she happened upon the 'normal' sort of librarian, that it would just be a colossal waste of time. She pushed the chair up on its back legs and balanced it there, with one shoe resting against the desktop in front of her in a most unladylike manner as she thought. She leaned her head back and looked blankly up at the ceiling, several floors up. It didn't even cross her mind to suggest that Misa go on without her, if she was so bored.

"Or you could go to the fighting clubs and ask…" Misa trailed off as the sheer absurdity of that statement struck her. Madoka couldn't go anywhere near the fighting club any more than Ku Fei or Iincho or Asuna could; everyone wanted to fight her and prove themselves against one of the toughest fighters in town.

Madoka just smirked as her chair wobbled back and forth on its back legs.

"Well, let's go to the front desk then; we might as well try asking up there," Misa finished lamely.

"Yeah…" Madoka thumped the chair back down to the floor and stood up. "Let's go."

----

Liliana opened the door and entered the library, Reiko right behind her. The first person to meet her eyes was a beautiful, glowing young woman with an honest smile. She wore the St. Ursula uniform.

"Hello, Reiko-san. Who is your friend?"

Reiko smirked at Liliana before she answered. "Liliana Rosario. She's the one with the problem I told you about."

"I see…" She turned to Liliana and bowed politely. "I am Miyazaki Nodoka, it is nice to make your acquaintance."

Liliana bowed awkwardly and muttered something that seemed suitably polite. People like this Nodoka-san tended to put her off balance.

Nodoka turned back to Reiko. "Yue's waiting near the front desk; she's excited about something she found last night on one of the lower levels."

"Thank you, Nodoka-senpai," Reiko said with honest respect. Liliana was taken aback at that. Sakai Reiko? Being polite? Calling someone by their proper honorific? It was practically unheard of!

Nodoka just smiled and led the way.

"So, Liliana-san, how long have you known Reiko-san?"

Liliana was pulled out of her introspection by the sudden question. "What? Oh, a year or two. I met her when I transferred here."

"She's trying to follow in her older brothers' footsteps," Reiko added. "They attended Mahora about ten years ago."

"Hmm…what are their names?" Nodoka asked.

"Ruben and Serge," Liliana said, looking around. This was the first time she been in the building on Library Island. Normally, she just used the much smaller library in the school building. She was looking at a row of glass display cases as they walked when the wall turned a corner suddenly, prompting her to stop and look where she was going..

Liliana looked around in wonder; this room took her breath away! Maybe ten stories tall, it was the biggest open space she had ever seen inside a building, _ever_. And the sheer level of decoration and fancy trim that covered everything, even the chairs and computer tables…! The decoration alone must have cost millions!

"Eh…?! What are _you_ doing here?!" a familiar voiced exclaimed, drawing Liliana away from her inspection of the Library's Main Lobby.

"Oh, hello Madoka-san, Misa-san," Nodoka said

"Hello, Honya-chan," Misa said. "Can we ask you a question, or are you busy right now?"

"Well, I was escorting Reiko-san and Liliana-san to—"

"Wha-what are you doing here, Madoka-san?!" Liliana asked frantically when she realized who she was looking at. She hadn't expected to run into the older girl here. She realized she was still wearing her middle school uniform and her face turned white, then red. Her reputation…her tough first impression with this woman would be ruined! How could she get Madoka-san to do what she wanted if the older woman didn't respect her?!

"Doing research," Madoka said warily as she eyed Liliana. 'So, she's a middle schooler. I thought so, she seemed too immature for anything else,' Madoka thought.

Liliana just looked at her, unsure of what to say, when Nodoka started walking again, chatting with Misa. Reiko nudged Liliana and followed the other two. Madoka and Liliana just looked at each other.

"I'm sure you have a _lot_ to say to me," Madoka said, looking down at the panicking girl with her intimidation factor pumped up to eleven, "but we really should follow them."

Liliana squeaked out a startled "Yes!" and followed Madoka. Yeah…her bold first impression was utterly ruined.

----

Nelle looked at the body lying in the alley and then, oh so reluctantly, down at her gloved and blood covered fist. She let out a sharp breath that blew out through the top of the mask and tried to calm herself down. First, make sure he was still alive.

She knelt down beside the man and touched his neck. She started to panic when she couldn't find his pulse, but she moved her hand a little further and found it. The man was still alive. That was good. That was so unbelievably good that she almost collapsed in relief. Tears started flowing and she sat back on the ground, sobbing in silence.

----

Yue led everyone to one of the private rooms in the library and sealed it with a spell. She turned and eyed everyone, and a sprinkling of jealousy colored her thoughts for a moment. Even at eighteen years old, she was the shortest one in the room. Not as short as she used to be, but still… She pushed those thoughts aside and got to the task at hand.

Yue gestured to a small pile of ancient and dusty books and scrolls arrayed on the table in the center of the room. "I have found some information on the mask."

Madoka saw Liliana tense up at that.

Yue continued. "It is very, very old, maybe as much as five thousand years old, maybe more. The first mention of it is in an alternate version of the Epic of Gilgamesh, in which it is claimed that the reason for Enkidu's wildness was not in fact his upbringing, but the mask he wore at all times. In this version, it is said that the mask was ancient even then."

This statement drew a startled gasp from Liliana and a calculating look from Reiko. "I can't believe it's that old! So how did they get the mask off of him?" Liliana asked.

Yue gave her a look and continued. "Unfortunately…the only way to get the mask off of him was through…a woman having…ah…continuous intercourse with him, Enkidu, that is, for…ah…seven days. Straight. Without any stops." Yue said, thoroughly red faced. She coughed and cleared her throat.

Madoka, Misa, Nodoka, and Reiko looked at Liliana, who had gone pale. "I…I can't do that!"

Yue cleared her throat again and tried to reassume her professional demeanor. "In any case, it shows up again in certain legends from ancient Egypt, during the reign of King Djoser, who kept it in a temple as an offering to the gods. From there, it made its way to Rome, where a slave reputedly stole it. He went insane, attacked his master, and had to be killed."

Liliana slumped down into a chair and stared at the floor. It wasn't looking good for...

"It is mentioned several more times in Roman stories with similar results every time but one, where the victim, a wife of a senator, was beaten severely and the mask torn away. She died several days later, though it is unknown if this was due to the beating or the loss of the mask. In any case, it went into a locked chest in the royal treasury and apparently remained there for several hundred years before it was mentioned again. It was given by Valentinian's sister Honoria to Atilla the Hun in the spring of 450 A.D. as part of what some say was an engagement gift, and then was passed on to one of his generals. Now this is where things get interesting," Yue said, eyeing the group before her.

Nodoka was, of course, listening with rapt interest. The others…not so much, though Reiko looked intrigued and Liliana had a hopeless expression.

Yue took a sip of tomato milk and continued. "One of Atilla's generals is reputed to have worn the mask and survived."

Liliana looked up hopefully at that.

"It is said that he first put the mask on as a joke, but was suddenly consumed by a raging spirit that used his body to draw his sword, after which it attempted to kill anyone nearby. The soldiers nearby knocked him to the ground and pinned him in place with spears while Atilla himself pried the mask from the general's face. And, unlike the roman woman, the general survived, and is mentioned as still living in other accounts as much as twenty years later. So there _is_ hope."

"Th-thank you," Liliana said quietly, sniffling.

"So that's it, right? We just have to beat this guy and take the mask off of him," Madoka interrupted.

"Well, yes, I suppose, but—"

"It's my roommate," Liliana said suddenly. She flinched when everyone except Reiko looked at her cautiously. "It's my roommate Nelle. She…she found it when I left it sitting in a box of stuff on my bed one day, and I guess she put it on for some reason, but…"

"How long ago was that?" Yue asked. She put aside her disapproval of treating dangerous artifacts so lightly for now; she could lecture the girl when this was all over.

"A little over a week, now," Reiko answered quietly, crossing her arms. "But there is something else I don't understand. How is it that her older brother used it without any problems?"

Yue looked at her, unable to hide her startled expression. "What? When was this?"

Reiko looked to Liliana, who explained. "My big brother Ruben…he wore the mask for a few years when he attended this school about ten years ago. He never wanted to talk about it, but he did say it made him stronger and gave him more stamina. He used it to fight motorcycle gangs and punks."

"Did he take the mask off himself? Are you sure?"

"Yes. He claimed to go out at night with it and was able to take the mask off at will."

"It sounds like it's alive," Misa said in the silence that followed. "Or has a will of its own, anyway. I know I've seen enough of Eva's work to recognize something like that. Only…to have been around so long, it must be pretty strong by now." Misa turned to Liliana. "Your brother must be something else, I think I want to meet him. Is he around?"

Liliana shook her head. "No, he's in the magic world right now…"

Nodoka and Yue looked at each other. "What is he doing there?"

"He works at Ariadne, helping to train the students in the combat arts," Liliana explained.

"Ariadne…" Yue said. She had always wanted to go there and learn from the masters. She knew she had probably already gotten a much more useful magic education from Eva and Negi-sensei, however. But still...

----

Nelle entered the abandoned warehouse she had been staying in for the past few days and plopped down in a wobbly office chair. She gathered herself and tried again to pry the mask off. She slipped her fingers under the edges and pulled hard; the mask gave a little, just enough to give her a bit of hope, but would yield no more than half an inch. She eyed the rusty crowbar in the corner for the hundredth time, but decided that wouldn't work either. Flesh and bone was most likely not as tough as whatever this mask was made of.

She spun around in the office chair, ignoring the metallic squeals it made. The mask was always there, now, like an oily sheen over her thoughts. Maybe it was a mental thing? She wondered if perhaps she could use her will to force the mask off. She had certainly been through enough and been told enough times by the nuns at the orphanage back home that she was stubborn.

She crossed her legs in the chair, rested her hands on her knees, and retreated into herself. It was a trick she had learned a long time ago. Some people didn't like it, though. In fact, the first time one of the sisters at the orphanage found her doing it, she had been switched so hard she hadn't been able to sit down for the rest of the day. And then—

_Fight, I want to fight._

Nelle opened her eyes and found herself in a wide open plain that was cut off abruptly on one side in a rocky drop off to the ocean a hundred yards below. She sat down on a rock and waited.

_It's you again._

"Yes, it is me," Nelle said, using the voice that was denied her in reality. "Show yourself, I won't talk to the wind."

Almost immediately, a small circle of air pulsed and thickened into a dark bluish blur that grew into the shape of a man. When the process was complete, a large man in odd, scaly black, blue, and purple armor of a type she had never seen before stood in front of her. Every bit of skin was covered, even the face and eyes, but she could tell it was looking at her, and it was wearing The Mask.

_You should fight_, it said, its ridiculously deep voice seemed to shake the ground itself.

"No, I don't want to fight people who don't deserve it," Nelle said. She knelt down and plucked a blade of grass. "There is no point."

_You are weak_, it said. _The last one was much stronger, a worthy vessel! You are not worthy. I should do what I wish._

"In my own mind? This is my home ground, isn't it? That could be dangerous for you," Nelle said as the blade of grass she had been holding turned into a blade of a different sort. She plucked another and soon held two slightly curved machetes, while the big shadowy man in front of her formed a pulsating blade of some dark energy.

----

"Above all else," Misa said warningly, "she must not face him in a direct contest of strength if she doesn't know his strengths or weaknesses."

"Why is that?" Madoka asked.

"He is thousands of years old," Yue said worriedly, prompting a nod from Misa. "There is no telling how strong he is now. The fact that Rosario-san's brother was able to control it only shows that he had a tremendous sense of self and an iron will at the time. If this Nelle-san doesn't have the same, and it appears thus far that she does not, any direct conflict will only end in disaster, perhaps in the worst."

Liliana looked up. "The worst?"

Yue nodded. "Destruction of her sense of self, the death of her soul, absorption of her life force by the mask's will…It is malevolent without a doubt, and ancient. You do not take such things lightly unless you want to suffer."

----

Nelle faced the thing in her mind. It stood watching her, anticipating the battle to come.

_You will fight me! I want to fight! _ it roared.

Nelle watched it for a moment, weighing the pros and cons one final time. If she messed up here...

They leaped at each other in the same instant.

----

A homeless man, looking for a place to sleep for the night out of the rain, heaved a sigh of relief when he tried the small side door of the warehouse and found it to be unlocked. He entered the darkened building and shook the excess rain water off. He had been rudely awakened when his makeshift shelter developed a leak, and had only stumbled across this place by luck.

He fished around in the pocket of his worn out jacked and took out a miniature flashlight he had found falling out of someone's bag a few days before. The warehouse was dark, and he at least needed to make sure the place was safe, after all. The small office he stood in was all right, but his eyes were drawn to the door on the far side of the room, so he opened it and stepped through. The whole place was eerily silent, except for the sound of the rain drumming on the roof. It was really coming down out there…he was lucky he had found this place. He checked the offices one by one, hoping to find something he could use, but the place had been cleared out years ago. Except for the occasional table, chair or rusty filing cabinet, there was nothing. He had just given up and turned to go back when he heard the noise.

_Skreeeeeeee_

"Hey, is anybody there?" he asked. He waited for a response, and heard nothing but his own voice echoing back at him. He was a bit worried, but there were lots of things that could make that sort of metallic squeal. Equipment hanging from rusty chains getting blown by the wind, rusty hinges…

_Skreee _*clunk*

He almost jumped. Almost. There was another *clunk* sound and he heard a sharp intake of breath. A sharp intake that was not his own. And it had come from behind him.

He slowly, oh so slowly turned around, not wanting to see what might be there, but knowing he had to. Turn, turn, turn…he froze. It was a girl, sitting crosslegged in a crooked office chair.

"H-hey, are you ok?" he asked. Her eyes looked weird, and empty. And the mask she wore over the lower part of her face was even stranger. It seemed to be made of large, linked plates of some dull metal, and had a symbol over the spot where her mouth was…it looked similar to the symbol of the card suite known as the 'Spade'. "Hey, girl, are you ok? Do you need some help?"

The girl in the chair suddenly jerked and made a gurgling sound as her head was thrown back.

The homeless man watched her warily; he had seen people have violent convulsions before, and wasn't very keen on getting his nose broken or his eye blackened.

She jerked again, to the side this time, and the whole chair swayed and then overbalanced, spilling the girl to the floor, where she doubled over, clutching her stomach as if she had just received some terrible wound.

"Hey…hey, girl! Wake up! Wake up, you!" he said as he grabbed her shoulder and gave her a quick shake.

The girls stopped moving immediately, her body relaxed, and she straightened out a bit, letting out one long, wheezing breath as she did so.

The homeless man, who had seen people die here and there, was understandably freaked out.

"Oh crap oh shit oh crap…" he muttered, pacing around frantically. He looked at the girl on the floor, hesitated, then knelt down beside her and tried to feel for a pulse. He couldn't find the right spot on her wrist, so he tugged down the scarf around the girl's neck and almost jumped back again when he saw the old, horrible scars that had been hidden by the scarf. The poor girl…she must have been through a lot. He felt for a pulse on her neck and found it, but…it was incredibly weak, and her breathing was so shallow he almost didn't notice it. He heaved the girl up to a sitting position and, not knowing what else to do, put an arm around her to hold her up. She would have fallen bonelessly to the floor had he not done so.

"Listen to me, girl, you can't give up now, you've gotta come back, there's too much you haven't seen yet," he told her, but had to pause to think up a good example. "Like…like the beaches in Okinawa! Beautiful beaches, down there, you know? Come on, wake up girl," he continued, giving her an occasional shake.

He didn't notice when her eyes suddenly focused, but when she started to move, he smiled wide at her, only to meet the eyes of a bloodthirsty killer, looking very out of place on the girl's face. She couldn't have been any more than sixteen years old, she was too young for that sort of look…!

He let go of her and backed up a few feet in case she got the wrong idea. He raised his hands apologetically. "Sorry about that, girl. But I couldn't do much else, the way you were. Are you ok?"

The girl looked around as if seeing everything for the first time, looked _through_ the homeless man—he shivered when that look passed through him—and got to her feet. The girl finally seemed to see him, actually _see_ him, an instant later, and the sheer intensity and malice of the stare set the homeless man's heart pounding; he scrambled back until he bumped into the wall as the girl approached.

"L-look, I'm sorry, but I didn't know what else to do!"

The girl's mask moved as if she were trying to speak under it, but no sound came out. He thought dimly that she must be mute, what with that old damage to her throat, but…

'_Where is this place?'_ The girl asked the question without zero movement from the mask, and the homeless man almost let out a shriek of terror. That voice had been _inside his head_.

'_Where is this place_?' she repeated in a voice so alien and…and _weird_ that it set his skin crawling.

"It's a, a warehouse on the north end of Mahora," he answered. "H-hey look, I didn't mean anything, I was just trying to help, and—"

She looked around for a moment. '_Leave_.'

He left.

The thing that was no longer Nelle cocked its head to the side as it detected its surroundings. This place was full of strong people. This was good. Blood, blood and guts! It grinned in anticipation with Nelle's face and went in the direction the homeless man had gone.

----

----

----

Author's Note: I forgot to mention earlier: I OWN NOTHING BUT THE OCs and the mask!


	3. Chapter 3

Still Waters 2.5: The Ace of Spades

123456

Guilty As Charged But Damn It, It Ain't Right. There's Someone Else Controlling Me.

123456.

----

----

----

The next three days were spent furiously trying to track the berserk girl down. Every time someone heard a rumor of a masked girl wandering around a section of the city, she was long gone before anyone could arrive to stop her. The street toughs who had been present all told the same tale; a foreign girl with a strange mask bearing the mark of the 'spade' suit of cards would appear, seemingly out of thin air, and start attacking. She rarely spoke, and when she did, some of the witnesses claimed that she had spoken directly into their heads. The others disputed these claims; everyone knew that sort of thing was impossible, after all.

Going by the stories they had heard by the end of the week, Nelle had personally been involved in well over fifty fights, all of which had ended in the defeat of any and all she faced. Quite a feat; especially when one considered that many of those fights had involved large numbers arrayed against her.

Frankly, it was terrifying. The mere thought that the mask's influence over Nelle was so complete was enough to terrify anyone who knew the truth of the matter.

----

The girl who used to be Nelle wandered through the back streets of Mahora, watching for suitable targets. She was walking past one particularly run down apartment building when a man in a leather jacket opened the front door and stepped out. He glanced at her, not really seeing her, and went down the steps and around to the garage located beside the building.

Nelle grinned wolfishly under the mask and followed him.

----

Gotokuji* was not having a particularly good day. Earlier in the day, he had been fired. Again. Geez, apparently you couldn't even beat up a guy trying to rob your store, these days. He grumbled under his breath as he whipped the plastic tarp from his motorcycle and checked it over. Fluids…ok. Air pressure…ok. He started it up and smiled. Ah…that was a beautiful sound; there was nothing like it. Maybe it was time to move past these dead end jobs at convenience stores and gas stations. Maybe…maybe it was time to get the guys together and open that motorcycle shop they always talked about. It wasn't as if they actually did anything else, anyway.

And, with those happy thoughts in his head, he started backing the motorcycle out of the garage until he saw the girl standing just outside. She was fairly short; probably no more than five foot one. A foreigner, judging from what he could see of her face; the rest of her was covered by baggy clothing, the comfortable sort of stuff one might sleep in, or put on to run outside for a moment in the middle of the night.

"Ah…excuse me," Gotokuji said. The girl was standing directly in his way, completely blocking him from exiting the garage. She looked vaguely familiar; he had a feeling he might recognize her if she took off that weird mask. Maybe she was another tenant? "Hey little girl, would you mind moving over?"

She just looked at him in silence.

Gotokuji turned off the motorcycle so he wouldn't be forced to yell in order to be heard. He got off the motorcycle and approached the girl. "Hey, did you hear me? I need to get by—whoa!" he said, his sentence cut off as he narrowly dodged a spinning kick that would have taken him out in an instant, had it landed. She was well into the garage now, and he was almost cornered.

"Hey, look girl, I don't know what your problem—hey!" He was again cut off as he dodged another strike and ran out into the yard so he would have more room to move. He eyed the girl warily as she walked toward his motorcycle in the narrow garage, then sighed in relief when she walked past it without even looking at it. That motorcycle was his most prized possession, after all.

"Hey, I don't know what's going on—"

"You can fight," she said, interrupting him as she stopped walking and stood facing him ten feet away. Only, her voice sounded odd, like it was actually inside his head.

"I've picked up a bit, here and there," Gotokuji said, grinning cockily. So the girl wanted a fight, was all. Well, he would just use the judo moves he had picked up from— "Oof!"

He doubled over, clutching his stomach. He had been completely unprepared for that. He caught some movement from the corner of his eye and rolled forward, narrowly avoiding the girl's vicious downward strike at his unprotected back. He quickly got to his feet and put some distance between them. This could be dangerous.

The girl came at him all in a rush, but he was no amateur to be caught off guard like that twice. He slipped behind her in an instant, snagged both arms in a full nelson, and kicked her feet out from under her before she could react, driving her down to her knees.

"Come on, that's enough, girl. I don't know what's wrong, but we can solve it through conversation. That's all…" he trailed off and frowned as she squirmed to the side in a particular way. That had been a textbook full nelson escape. Had his balance been anything but perfect, she would have escaped and locked his arm into a painful hold. She tried another movement that almost forced him to roll off balance, but he blocked it. This was bad. Abruptly she stopped moving and simply stayed where she was, shaking. It took him a moment to realize it was laughter.

"Heh heh heh…hahaha!" she laughed. "You are different! This is good, this is good!" And, with a start, he realized her oddly masculine voice really _was_ in his head.

"What the hell?!"

That moment of confusion was all it took. She rolled in a way he wasn't expecting, and Gotokuji found the ground rushing up to meet his face frighteningly fast. The girl swept around and rammed his left arm up in a agonizingly tight hammerlock as she mounted him from behind so swiftly that he didn't even see how she did it, distracted as he was by the dirt and gravel his face was buried in. He squirmed around for a moment and spat out some grass, drawing more of that booming in-your-head laughter from her.

"You are amusing. I think…I think you will make an excellent addition to my army."

"I don't know what you're talking about, girl, but—ow ow ow! Hey, loosen up on that a bit, ok? Fine, I'll go with you. Just let go of my arm." Gotokuji felt her moving around, and then a knee was thrust into his back painfully, holding the hammerlock in place. He turned his head and found her face hanging down from above barely six inches away, and jerked his head back.

He looked at her a moment, her odd, grayish eyes so deep that he had to look away, lest he become lost in them. It was a strange way to put it, but he had a feeling only insanity awaited for anyone who looked into this girl's eyes too long.

"What are you looking at?" he demanded.

"Swear to me that you will not attempt to escape."

Gotokuji frowned, but gave his word. The girl looked him in the eye for a moment, then got off of him. He carefully rolled over and sat up, rubbing his aching arm. This girl had an uncommon strength, that was for sure.

"You have honor, you are not like the rest in this place," she said suddenly.

Gotokuji didn't know how to respond to that, so he kept quiet as he stood up and started smacking the dust from his clothes. "Look girl, what's going on? What's your deal?"

She looked at him again, and for an instant her eyes changed. For one fleeting instant, Gotokuji saw pure and utter terror, someone begging for help with all of their being, and then that terrifying deepness returned. "I search for a fight, that is all."

Gotokuji frowned at that, but nodded. He could understand that; he had been like that for a long time, too. "I'm Gotokuji, what's your name?"

She turned to look up and down the street before she answered. "Yes…you may call me the Ace of Spades, it is fitting, I suppose."

Gotokuji went pale. The Ace of Spades…the Ace of Spades! The legendary Ace of Spades was back, only in the form of this girl! He had been saved several times by the original Ace of Spades ten or twelve years ago, and had nothing but respect for the name. This…this was huge! Just wait till the guys heard about this!

----

"Yue, Yue! I found her!" Nodoka said, rushing into the dorm room she shared with Yue. Now that they were in high school, they had been assigned to rooms with only two people. Poor Haruna was left out.

Yue looked up from her homework, the straw from her drink box still in her mouth. "Where?"

"She's walking with a man down the street near the north subway entrance. Hurry! We have to tell everyone!"

"Right," Yue said, flipping her cell phone open. The first call went to Madoka, who was near the area where Nelle had been spotted.

----

Madoka flipped her cell phone shut and put it in her pocket. "Come on, Misa. She's just a few streets over."

"Who, Nelle-chan? Wait a minute! Are you sure about this, Madoka?"

Madoka looked past her and frowned. "I'm ready. I have to be." She took off at a run and Misa had to scramble to keep up as Madoka cut through alleys and backyards on her way to the target.

Finally, Madoka burst through a hedgerow and out into the street, followed by a bedraggled Misa. And there, no more than thirty feet away, stood Nelle, alongside a somewhat ridiculous looking man in a black leather motorcycle jacket. "Hey!" she shouted.

Nelle glanced over at the interruption, then refocused her attention back on Gotokuji, using the power of the mask to put him under her control.

"Hey!" Madoka shouted again, approaching angrily. "I'm talking to you!"

Nelle frowned in irritation. She turned and looked the intruder over, measuring her abilities. "Tch. You're no fighter. Get out of my sight."

Madoka was taken aback, naturally. She fancied herself quite skilled, after all. "I said I would save Nelle, and I will…!"

"Gotokuji, beat her," Nelle said.

"Hey! That's not fair," Misa said. Nelle just gave her a look that shut her up in an instant as the ridiculous looking man turned jerkily to face Madoka.

"I-I-I d-don't know if I c-can hold b-back," he said, panting from the effort of holding off the command.

"Gotokuji!" Nelle barked. The man jerked and started moving more smoothly as he approached Madoka.

"Run away," he growled between clenched teeth.

Madoka stood her ground as he approached, waited until he made an unusually clumsy swing, and threw him hard to the ground. "Misa, take care of it!" she shouted as she ran at Nelle.

"What?!" Misa shouted, looking at Gotokuji. She wracked her mind for the correct spell and almost dropped her wand in her confusion. "Uh…er…Capture the enemy! Binding Shadows!" she chanted, pointing the wand. Instantly shadowy tendrils wrapped around the man on the ground, and she focused her attention on Madoka.

----

Madoka ran toward Nelle, brought her fist back, and made a mighty swing that, had it connected, would have dropped any normal person instantly.

Nelle ducked under it, grabbed her arm, and slammed her onto the pavement, driving the breath from Madoka's lungs.

Nelle stood up, looking down at her. "You are not worthy," she said contemptuously. "Gotokuji!" she barked, turning to look at him. "Release him!" she demanded as she looked at Misa, who cringed back, but refused to oblige.

"What do you mean…I'm not worthy," Madoka asked between gasps. She rolled over and got her hands and knees under her, then got to her feet. She approached Nelle from behind and grabbed her shoulder.

Nelle whipped around and buried a fist in Madoka's stomach, doubling her over, then smashed a hammer blow into her back, driving her to the ground again. Nelle started walking toward Misa, who backed up as Madoka climbed to her feet again, sore all over, now. "Bind!" Misa dropped to the ground with a cry, unable to move as invisible chains wrapped around her.

"Get away from her!" Madoka yelled as she ran at Nelle from behind. Nelle whirled around and kicked Madoka in the face, then kicked her in the side while she was down. She frowned at the girl.

"You are not worthy. Stay down."

Madoka sat up again, tears of frustration in her eyes, and then Nelle dragged her to her feet by her hair and gave her a hard shake.

"You are not worthy, and yet you insist. Fine. I'll show you just how unworthy you are."

What followed was brutal and bloody, the worst beating Madoka had ever received in her life, as bad as what she had done to Marlin, years ago, only specifically designed to cause as much pain as possible.

When she was through, Nelle tossed the battered and bloody girl aside and knelt over Misa. "When I release you, you will release your spell on Gotokuji. If not…" she shot a meaningful glance at Madoka's unconscious form, lying crumpled beside the road a short distance away. "Do you understand?"

Misa glared, but nodded. When Nelle released her, she stood up and walked over to Gotokuji and looked down at him, then began to speak. "You've crossed a line."

Nelle just looked at her.

"You have crossed a line. What you did to Madoka, that…" she trailed off and looked up at Nelle, her expression oddly distant. "If…if something happens, there is nowhere you can run that will be safe. I will never give up. Even if I have to….even if I have to kill the girl, even if I die myself, I swear I will destroy everything."

"Idle threats will not—"

"This is no threat," Misa interrupted, her voice deadly calm. "I have the power to do it, I have the knowledge to do it. If something happens to her…"

Nelle looked at the long haired girl warily. Initially, she had dismissed this girl as a noncombatant and therefore not a threat, but…

"Misa! Get away from there, she's going to attack you!" someone called out. Misa scrambled back instinctively, just in time to narrowly avoid a vicious attack by Nelle that cracked the road. If she hadn't been fast enough to avoid that…!

Nelle's eyes narrowed as she picked up Gotokuji and slung him over her shoulder, then darted into an alley as Nodoka and Yue ran up, still holding their pactio artifacts.

Misa went to Madoka's side and found the girl sobbing in frustration as she lay curled in a fetal position. She had painful looking bruises everywhere skin showed, and her skin had been split in several places as well. Misa knelt down beside her and helped her sit up. "Come on, Madoka. Let's take you to Konoka, ok?"

Madoka just gritted her teeth and nodded as Misa helped her up. Nodoka ran over and helped support her from the other side.

"Thank you," Madoka murmured. Nelle...no, the mask had surprised her; she hadn't expected that level of resistance, or any real resistance, really. Maybe she should find Ku Fei and beg the Chinese girl to take her back as an apprentice again. After their argument a year ago and Madoka's subsequent angry abandonment of Ku Fei's lessons, she had focused more on hitting hard than developing any technique…that had undoubtedly been a mistake.

The day after her argument with Ku Fei she had wanted to apologize, but her pride wouldn't let her. But this…a girl's life was riding on this. And, judging from Nelle's mental takeover of that guy, more than just one life might depend on what she did next. As aggravating as it may be, this was no time to let pride get in the way. She winced as Misa used a handkerchief to dab some blood from a split lip. Her thinking was slow, and fuzzy. She shook her head to clear it and instantly regretted it as it exploded in pain. Now _that_ was a headache! She felt as if her head had been used as a gong for a giant bell, and every movement she made, no matter how small, brought new aches and pains to her attention. It was agonizing, infuriating…

…it was humiliating.

She couldn't even stand under her own power, instead she was forced to lean on her friends, who practically had to drag her. She could tell Nodoka was starting to get winded already, but the girl kept going on gamely. She would have to remember to thank her again, later. She owed Misa her thanks as well, and Yue. Once she got to Konoka and got healed, she would thank all of them. And then…then she would go to Ku Fei and beg the Chinese girl to let her try again, on hands and knees if necessary. She would hate every second of it, but there were bigger things to worry about now. This opponent…it was not one she could defeat with brute strength alone.

----

----

----

Author's Notes: Ok, chapter three is done. Looks like the mask is really going strong, now…poor Nelle. And Madoka, too. That _had_ to hurt.

*Gotokuji – He is the guy with the pompadour haircut that commentated alongside Chachamaru at the tournament at the Mahora Festival


	4. Chapter 4

Still Waters 2.5: The Ace of Spades

123456

I See It In Your Eyes, Take One Look And Die

123456

----

----

----

"Concentrate!" Ku Fei demanded as she stood perfectly still.

Madoka clenched her teeth, but did her best to stop fidgeting. She stood facing Ku Fei, waiting…waiting…waiting…wai—

She ducked under the first kick, knocked aside the strike that immediately followed, and caught the second kick, hanging on to Ku Fei's leg. She wasted no time and charged forward, forcing the Chinese girl off balance so she had to hop backward to stay upright. Ku Fei suddenly lost her balance and fell, and Madoka moved in to capitalize, and…

…somehow ended up flat on her face with Ku Fei twisting her arm.

"Ow ow ow, fine! I give up, I give up!"

"That was good," Ku Fei said as she released Madoka's arm. "Good reflexes. Don't you think?" she asked, turning to where Misa and Mana stood watching on the sidelines. Misa shrugged; she didn't know enough about this sort of fighting to comment.

"Hmm…she _is_ good; she just needs more practice," Mana offered. "In another year…but I suppose that is not an option, correct?" she asked, turning toward Misa, who shook her head.

"If you are in such a hurry, why don't you use your ki?" Ku Fei asked.

Madoka stiffened immediately. "Don't start that again, Ku Fei," she said irritably as she dusted herself off. "I told you no a year ago."

"I don't understand why you don't use everything you can use," the Chinese girl said, raising an eyebrow.

Madoka frowned and gathered her things. "I'm done today. Thanks for the training, Ku Fei." She left the room without giving the others any time to respond.

"Well…that could have gone better," Mana said when Madoka was gone.

Ku Fei just shrugged and rolled her eyes.

"She's still not ready to use that," Misa said, drawing the attention of the other two. "She told me she's scared of it, scared of losing control and killing someone, I mean. Eva thinks it's ridiculous, that's why she stopped training her. You're her last chance, Ku," Misa said, looking helplessly at Ku Fei.

"So you can't tell us anything about what's going on?" Mana asked suddenly.

Misa shook her head again. "I promised her." She shivered. "It's complicated, but there's somebody Madoka has to beat by herself, it means a lot to her."

Ku Fei nodded knowingly while Mana just smirked slightly and looked away. Both had been through similar things in the past.

"I've got to go…thanks for helping her this week," Misa said.

"No problem," Ku Fei said, grinning. "I'll be Madoka's teacher any time."

"She'll be glad to hear it," Misa said.

Mana turned to Ku Fei when Misa was gone. "Want to follow them?"

Ku shook her head. "No. It's her secret, we have no right to sneak around."

Mana just shrugged.

----

Liliana Rosario was tired of waiting for Madoka and the others to act, so for the past few days she had been searching the hidden areas of Mahora; the back streets, the ghettos, and the old industrial district that was, for the most part, now abandoned except for the homeless. It was there that she found a clue in the form of a terrified homeless man, babbling nonstop about some "nightmare girl that talks straight into your head". After a bit of cajoling, and the brandishing of a knife, the man told her everything he knew. The 'nightmare girl' had moved into one of the warehouses weeks ago. She would go out during the day and not return until after dark; but sometimes she would come back in the middle of the day, accompanied by someone who would follow her into the warehouse. A short time later, she would emerge alone and return to whatever it was she did while outside.

Liliana wasted no time, and went straight to the warehouse the man had described.

----

It was fairly normal looking for an abandoned warehouse; the paint was peeling and many of the windows had been broken, but that was to be expected. Liliana approached the building carefully, darting from cover to cover to avoid being seen. All the windows within reach were opaque or too dirty to see through, so she went to a nearby door and tried the handle. It was unlocked. She hesitated for a moment…she should really call Madoka or somebody; this could be dangerous after all, so she pulled out her cell phone and flipped it open.

"That's weird…" she said aloud. Her phone couldn't connect to the network for some reason; no reception at all. She shrugged it off. 'I'll just be in here for a few minutes, anyway,' she thought.

She opened the door and went inside.

----

It was dark. Liliana took out her cell phone again and opened it up so the light would come on and she could see; she was standing in a dust-filled room that had once probably been a locker room or something similar. There was a clear trail on the floor where many feet had worn away the dust that coated everything else, so she followed it to the door across the room. She opened it a crack and peeked through; nothing. She went through the door and found herself in a short hallway lined with doors. She checked each one, but found nothing until she reached the larger door at the end, which opened out into what had been the factory floor. She took a few steps out into the enormous room and took a good long look around. While it was quite dark and shadowy, there was enough ambient light to see most the room. It seemed to be empty.

She was almost halfway across the room when she heard the sound. Something like a muffled sob? "What was that?" she asked aloud, and jumped at the sound of her own voice.

'Ok Liliana, calm down. You're jumping at shadows again,' she told herself. Nonetheless, she drew one of her knives as she looked around. A drop of something wet splashed on her arm, and she glanced down.

It was blood.

She looked up, and saw.

Hanging from the ceiling, thirty feet above, were almost a dozen people. They seemed to be wearing shackles on their wrists, which had been connected to the chains that held them aloft. As she watched, one of them started to struggle, and his movements slowly turned him around.

He was a man she recognized as a respected fighter at the college, but he had been beaten badly; it was a wonder she could recognize the man at all.

She backed toward the door she had come in through. This was bad, this was really bad…that was when she noticed them. Seven people were standing across from her on the other end of the warehouse floor. Tall, short, fat, thin…they were all well known fighters as well. The started advancing, so she backed up warily until she bumped into something soft, and someone laid a hand on her shoulder and she screamed.

----

"Nodoka-senpai! Nodoka-senpai!" Reiko bellowed as she barreled through the high school dorms, drawing startled and angry looks from the older students. "Nodoka-senpai!" she said as she slammed into the girl's door and fumbled at the doorknob.

Yue opened the door. "Reiko-san? What's wrong? What happened?"

"It's Lily! Sayo says they got her!" the girl practically screamed. Yue blinked; this sort of thing was very out of character for Sakai Reiko, who prided herself on her ability to remain calm.

Nodoka stood up from her homework. "I'll call Madoka-san."

Yue picked up a bag she had prepared beforehand. "Right. Sayo-san knows where they are, right?" She waited for Reiko's nod. "Let's go. We'll meet up with Madoka-san and Misa-san at the usual place and then go after her."

Reiko nodded jerkily, so Yue put a reassuring hand on her shoulder. "Don't worry, Reiko-san, we'll get her back." She turned toward Nodoka when Reiko went red in embarrassment. "Are you ready?"

Nodoka nodded as she flipped her cell phone shut. "Let's go."

----

The five students stood just behind a building, looking at the warehouse down the street.

"So that's it?" Madoka asked. Reiko consulted someone the others couldn't see, then nodded.

"That's it. They say she went in a couple hours ago, but never came out. They can't go in to look because something's blocking them; they don't know what's wrong."

Yue frowned slightly at that. Something that could stop a ghost…? She glanced over the others, then looked back to the warehouse. "Let's go closer," she said as she stood up. Reiko looked at her as if she were crazy, but followed suit anyway.

They went around through backlots and around fences, making their way closer to the warehouse in question until Misa suddenly stumbled, Yue's eyes widened in surprise, and Nodoka gasped.

"What? What is it?" Madoka asked warily, looking around for any threat. They had almost reached the warehouse now, there wasn't any reason to stop here.

"Did you feel that?" Misa asked, looking at the others. Yue and Nodoka nodded, but Reiko was backing up, shivering. "Reiko-chan?"

Reiko frowned and shook her head. "That's what stopped them from getting any closer," she said, a look of disgust on her face.

"What are you all talking about?" Madoka demanded.

"It's some kind of anti-magic field," Yue said. "It's like nothing I've ever seen before, though…this is almost like Asuna's magic cancel ability, but not on the same level. It also seems to encompass more, but feels…incomplete? Yes, incomplete."

Nodoka nodded. "The mask must have somehow set this up around its base, to keep mages from interfering with whatever it is that it's doing in there."

"We're…helpless, here," Yue said, her distaste clear in her tone.

Madoka looked from one to the next, then sighed. "Fine, I'll go in alone. You guys stay back out of range." She glanced over at Reiko, who had stopped roughly fifty feet away, then back at her three classmates. "See if you can figure out some way to get around this; I'll go in and see what I can do."

"Be careful, Madoka," Misa said worriedly.

Madoka, already moving toward the warehouse, glanced back at her and grinned. "You know me," she said as she went.

"That's what I'm afraid of," Misa said quietly so Madoka wouldn't hear.

"Maybe we should get Negi-sensei?" Nodoka asked.

Misa considered it for a long while, then looked back to Madoka and watched as she disappeared into the warehouse.

----

Madoka moved from the entry room into a hallway, and found herself facing a man she vaguely recalled having fought at some point the year before, after her argument and abandonment of Ku Fei's training. He was well known as a very tough fighter, but she had taken him down easily at the time. She stepped forward as he charged, sidestepped, and spun around, driving a fist into the back of his head. The man went down, and she continued on.

----

Outside, Nodoka called up her artifact, the Diarium Ejus. "Liliana Rosario," she said. Nothing happened; no written thoughts, no pictures, nothing. "That's strange…"

"She might be asleep," Misa offered.

"Or the anti magic field might be interfering," Reiko said doubtfully. The girl was quickly getting herself back under control, now that they were near their target.

"I don't know about that," Yue said thoughtfully. "As I said earlier, this field feels incomplete. Normal magic is blocked without a doubt, but artifacts don't seem to be affected," she said as she called up her artifact and stepped into the field. "See?"

Sure enough, her artifact was mostly unaffected.

"Try the other girl," Misa suggested.

"Nelle…what's her family name?" Nodoka asked. Yue and Misa looked at each other blankly, then at Reiko, who shrugged.

"Ok then…Kugimiya Madoka," Nodoka said. The book shimmered for a moment before the page started printing the other girl's thoughts.

_Nelle, gotta find Nelle. Lily-chan too. Where are they? I wonder—_

Madoka's thoughts cut off abruptly here, then were followed by a rather…strange list.

_Jab. Jab. Spin, chop. Reverse elbow strike._

This stopped as quickly as it started, and her regular thoughts resumed.

"_That was close, I'm glad I saw him coming. Now, Lily-chan and Nelle, where are you…uh oh._

The picture that went with this was rather…disturbing. In it, Madoka faced a half a dozen or so very violent-looking people in a large, shadowy room.

"Oh no…" Misa moaned.

----

Madoka was a flurry of action as she dove into the middle of the group. Someone grabbed her from behind, so she smashed her head back into his face and broke his nose. She kicked another man in the stomach and punched another in the face so hard he staggered back. She swept another man's feet out from under him and punched him as hard as she could in the stomach when he landed on the ground, then spun around and caught another man's chin with her elbow. It hurt a lot, but the man staggered back a dozen paces and collapsed. Then the four who were still up were upon her and she fought tooth and nail to get free of them. When the carnage was over, Madoka stood gasping for breath over six downed opponents as she wiped blood from a split lip.

It was then that she noticed a crumpled form lying against the wall nearby. Keeping an eye out for more attackers, she made her way over and cursed under her breath when she recognized Liliana Rosario, who was now a bloody mess. She was badly beaten, but alive. The girl whimpered when Madoka checked her pulse; Madoka clenched her fists and stood up.

"Nelle! I know you're in here, come out _now_!" Madoka bellowed, her voice echoing crazily inside the cavernous room.

Liliana squirmed and whimpered more loudly as Madoka went to the center of the room and called out again.

"Come on! What, are you a coward? I'm challenging you to a fight!"

Slow footsteps caught Madoka's attention, and she turned to face the newcomer. She scowled as she recognized Gotokuji.

"You should join us," he said.

Madoka shook her head. "Not a chance."

"Then die," he replied as he jumped toward her.

Madoka sidestepped his rush and tried to trip him, but he somehow avoided it and whipped around almost faster than she could see, and backhanded the side of her head so hard her ears started ringing. Staggered by the blow, she barely managed to avoid the next attack, somehow managing to get behind him. She slipped her arms around his middle, prepared herself, and hefted the man up off his feet and over, slamming him painfully into the floor. She winced at the crack of his skull hitting hard floor and rolled to her feet, then backed into the center of the room where the light from the dirty windows was most prominent.

"Come on!" she shouted as she tried to catch her breath. The average person didn't seem to realize just how exhausting it was to fight; the rush of adrenalin, the violent bursts of action, the impact of flesh and bone…it was a terrible thing, and she lived for it. She heard Gotokuji moving around where he lay on the floor and tried to peer into the darkness of the warehouse floor, looking for Nelle.

She couldn't see a thing.

So, with no other choice, she grimaced as she gathered a little ki and sent it out in a pulse across the warehouse floor. She found the men she had fought earlier, most of them lying still and silent, the only motion the slow rise and fall of their chests as they breathed; she found Gotokuji, carefully probing his head, where it had bounced off the floor. She found Liliana, still lying against the wall off to her left, whimpering again. She found the people hanging from the ceiling, and, on the far side, standing perfectly still, she found the girl that used to be Nelle.

----

"Wait! I remember it now," Reiko said suddenly.

Yue looked up from the Diarium Ejus. "What?"

"Nelle's name," Reiko said. "It was Nelle das Dores."

"Nelle das Dores? That's Portuguese, I think. Nelle…of the pains?" Yue asked hesitantly. "She's from Brazil, right? The name structure isn't right…"

Reiko frowned. "That's what her name is, though. She was at an orphanage for a long time, so her situation probably wasn't exactly normal."

"Oh."

Nodoka passed the book to Misa and brought up a second instance of her artifact; a trick she had figured out just last year. The secondary copy wasn't as powerful as the original, but she could call up several of them at once, and it was much better than simple mind reading. "Nelle das Dores," she said. Yue and Reiko saw the look on her face and quickly dropped their argument to look.

There was a picture, but it was just blackness. And below the picture was a simple message, repeated endlessly. _Help me help me help me help me help me help me—_

Nodoka shivered as she read it.

----

Madoka slipped under the strike and tried to drive her elbow into Nelle's stomach, but the other girl slipped around behind her and wrapped her arms around her in an attempt to throw her just as Madoka had done to Gotokuji earlier. Madoka blocked it by hooking Nelle's ankle with her foot and reached back to grab Nelle's head, but the masked girl drove a thumb into a pressure point under her ribs. Madoka barked a gasp and jerked away, almost collapsing before she could collect herself. She turned and stood facing the other girl.

"You have improved," Nelle said. "You should join me."

"No way in hell!"

Nelle laughed. "That is a shame." And then she was _right there_ throwing punches and kicks and jabs and it was all Madoka could do to scramble back and avoid a terrible beating.

The two of them looked at each other; Nelle seemed almost playful, while Madoka was slightly hunched over, trying to catch her breath as she held a hand over the spot Nelle had jabbed with her thumb earlier.

"You are not good enough," Nelle finally said.

Madoka's retort didn't even have to form beyond an outraged denial when Nelle's fist impacted against the side of her face and sent her spinning to the floor. The masked girl wasted no time and mounted her. "I should have done this before," she said distastefully as she held Madoka's head down. She backhanded her first on one side of the face, then slapped the other on her return, drawing an outraged snarl from somewhere deep in Madoka's throat. Nell grabbed her by her hair, raising Madoka's head, then slammed it back into the floor.

Lights exploded in Madoka's head as her vision swam. She tried to shake her head to clear it, but Nelle still had a handful of her hair, and slammed her head against the floor again, then slid backward so she was straddling Madoka's hips and slammed a fist into her midsection, drawing an odd, echoing "Uh!" from Madoka as the breath was driven from her lungs. Madoka squirmed, trying instinctively to roll into a fetal position, but Nelle tightened her grip on Madoka's hair. Madoka reached up toward Nelle's face with her free hand, but Nelle grabbed her wrist and twisted it painfully until Madoka uttered a pitiful little cry.

Nelle laughed; a foreboding sound. "I should have killed you when I first saw you," she said, turning Madoka's head this way and that. Then tightened her grip again, making Madoka's eyes water as her hair threatened to tear loose from her scalp.

Nelle flung Madoka's hand away and reached down to place her hand over Madoka's face and _squeezed._

"Good bye."

----

"No…no!" Misa screamed as she dropped the book and ran toward the warehouse.

"Hey, Misa! Don't do that, don't go in there!" Yue called out after her.

Reiko seemed torn between running away and following Misa, then picked up a stout stick and followed the long haired girl, leaving Yue and Nodoka behind.

"Nodoka, we have to stop them…" Yue said, trailing off as she saw the book Nodoka was looking at.

The image had changed; now there was a girl in a cage, hand gripping the bars and shaking them. Nelle's thoughts spelled out her feelings on the matter.

_No! You can't do this, I won't let you do this! Stop it! Don't kill her!_

"I-I think we need to call Negi-sensei," Nodoka said, her face white.

"Yes," Yue said as she drew out her pactio card.

----

Misa burst into the warehouse, almost knocking the door from its hinges in her hurry. She ran through the entry room and found herself in a hallway. A man lying on the floor grabbed her leg, so she kicked him in the head viciously until he let go, then ran to the door on the far end of the hall. She went through that one and found herself in the main part of the warehouse, and saw Madoka and Nelle in the middle of the room. Nelle looked back at her, and Misa wasted no time, running full speed straight at her. She ignored Reiko's startled shout as the younger girl came into the room, and Misa kicked Nelle in the face before the masked girl could do more than look at her in stupid surprise.

----

Nelle fell over, finally releasing Madoka, and turned her attention to the interloper. She swatted aside Misa's clumsy follow-up punch and got to her feet. "You _hit_ me," she growled. Misa tried to slap her, but Nelle caught her wrist and squeezed it. Misa's face tightened, but she didn't make a sound.

Then, out of nowhere, Nelle drove a fist into Misa's stomach. The hit was so hard that Misa doubled over immediately and would have fallen had Nelle not held her up by the wrist. Nelle hit her two more times for good measure while Madoka watched from her place on the floor, horrified.

"…no…don't…"

Nelle finally let Misa fall and kicked her arm aside; Misa instantly curled up, and Madoka watched with dawning horror as blood bubbled out between Misa's lips.

Nelle turned her attention to Reiko, who had come halfway across the room before stopping. "You too," she said. Reiko backed up a few steps, but somehow forced herself to stop. There was no point in running; Nelle would catch up to her easily. Reiko held up her stick like a sword and tried to remember the lessons her master had taught her.

"L-let 'em go!" she demanded; the effect ruined by her wavering voice.

Nelle rushed toward her and knocked aside the stick almost before Reiko could react. She backhanded Reiko across the face and left her lying motionlessly on the floor as she headed back toward Misa; as a particularly powerful medium, Reiko had never had a strong body.

"I don't like you," Nelle spat as she knelt down over Misa's quivering form. She grabbed a handful of hair and lifted her head up. "I think I should just kill you."

"No…!" Madoka said. Nelle glanced at her, then turned back to Misa.

----

Madoka watched as Nelle lifted Misa's head, watched her draw back her arm in preparation for a devastating hit, and…it was too much.

"Nnnooooooo!" she screamed as she reached out for the ki she had kept tightly locked away for so long; she reached out for it, and it answered, and power flooded through her.

----

Nelle felt the air itself change and turned just in time to catch a devastating blow to the face that sent her sliding across the floor. Misa grunted as her head bounced off the floor, and then Madoka went after Nelle.

----

Misa's vision was blurry and she had trouble breathing, not to mention the pure agony that was her midsection; she was quite sure something was ruptured in there. She was so disoriented that for a moment, she didn't even realize Nelle had released her, or just what it was she was looking at.

There was a blazing blue glow in her vision; it looked almost like a person, but her mind wasn't working right and she couldn't really think. She watched it rear back and viciously punch another person over and over and over again. The other person kept moving around and trying to fight back, but the blue glow was just too overwhelming.

The blue was…pretty.

----

Madoka pounded her fists into Nelle again and again, using the immense power flowing through her to the fullest to batter through the shields the thing used.

Nelle finally managed to escape from Madoka and faced her from the other side of the warehouse.

Madoka finally got her emotions under control and forced the ki to stop blazing so hard around her. She recognized the feeling the ki brought out; she had felt it before, when she almost killed that mage Arvel, who had attacked the campus a few years back. She took a deep breath, held it, let it out. She watched as Nelle suddenly ran at her, and focused the ki into her legs, enhancing her speed. As quick as thought, she was behind Nelle and had her by the arm. Nelle spun around to strike her, but Madoka ducked, lifted the masked girl, and used the momentum from Nelle's spin to throw her through the air. Nelle smacked awkwardly into the floor eight feet away, and Madoka strolled over to her. Nelle struggled to rise, but Madoka pushed her over and rolled her onto her back, then knelt down over her and pulled at the mask.

"Nooo! No no nooo!" Nelle bellowed in Madoka's head as she squirmed wildly. Madoka worked her fingers under the edge of the mask and pulled hard, lifting Nelle's head. She calmly and carefully placed one hand on Nelle's forehead and pushed it back down on the floor, then pulled at the mask again. It gave half an inch and stopped.

"Come on, Nelle, I know you're in there," Madoka said, looking into the masked girl's eyes. What she saw was fear, the fear of a rabid beast caught in a trap; thoughtless and malignant. She yanked on the mask again and felt Nelle shudder under her, and, for an instant, the girl's eyes _changed_ and the rabid animal was gone, replaced by an intelligent being pleading for help. The girl looked down at where Madoka was pulling on the mask, and a flicker of hope flashed just before her eyes changed back. The mask snapped back into place and pinched Madoka's fingers before she could pull them out of the way. Then the masked girl laughed.

"You can't do it…I should have known. Even with this power, you're still too weak!"

Madoka sat up. "I'm sorry Nelle, but this is going to hurt."

"You cannot hurt me, you don't have enough—"

The voice was cut off by a screech as Madoka's fist smashed into the mask itself. She reared back again and struck it a second time, denting one of the mask's panels. Again and again and again she hit the mask, drawing a shriek each time. And now, the mask was begging her to stop, but she ignored it and dug her fingers under the edge of it. She could feel it trying to fight back, but she focused her ki and started prying it back. Nelle started convulsing below her, and Madoka poured in more power until suddenly something snapped with a metallic sound and she fell back as stray pieces of metal flew across the room.

----

"Misa-san, Reiko-san! Madoka…san…" Negi shouted as he rushed into the warehouse, looking around for someone to fight. He trailed off on seeing the tableau laid out before him.

A girl he barely recognized as Madoka stood in the center of the warehouse floor, immense power flowing off of her in pale blue waves, arcing through the air here and there and creating tiny air currents that rustled her clothing. Her eyes wild, she stood in place, looking down at some object in her hand. It was dreamlike, surreal, something that could have been taken directly from a dream or a nightmare, and, he realized, Madoka, like this, was…beautiful. Beautiful and striking in the power and wildness that surged around her, a young woman on the verge of something momentous. She raised the object toward her face, and Negi was entranced, rendered speechless by the scene.

"Madoka, don't!"

…and then it was shattered as Misa stumbled into Madoka from the side, knocking her off balance. The object skittered across the floor and came to rest some distance away, and the power and its blue glow faded, and Madoka collapsed.

----

"Madoka? Hey, she's awake! Madoka!"

Madoka opened her eyes and quickly closed them again. It was _far_ too bright in here. She groaned and realized she was aching all over. "What happened?" she muttered after a moment as she raised her arm and laid it over her eyes. Why was it so bright?

Someone leaned over and hugged her hard and she winced, but didn't say anything. She recognized Misa's scent; the girl always worried about her friends too much.

"Welcome back to the world of the living, Madoka," she heard someone say dryly. She recognized the voice as coming from Mana. Now why…? She moved her arm, and, with nowhere better to put it, laid it on Misa's back; the other cheerleader was sobbing into Madoka's shirt now. Wait. She wasn't wearing a shirt. Squinting her eyes to hold off the blinding light, she looked around and found herself in a hospital room, practically naked, covered only by a blanket and some undergarments.

What on Earth?

"We were afraid you burned yourself out," Negi said; suddenly Madoka felt self conscious and burrowed deeper under the blankets.

"Yes, you should be more careful," Ku Fei admonished from the foot of the bed.

"How are the others?" Madoka asked after a moment.

"They're all fine," Negi answered. "We were able to save everyone; only Nelle-san is still in the hospital."

"How…how long has it been?" Madoka asked suddenly. Most of the people crowded into the small hospital room turned away awkwardly when she looked at them. "What?"

"It's been a little over three weeks, Madoka-san," Negi finally said. "I'm sorry, but you missed the festival and the finals are coming up."

Madoka groaned and covered her eyes again. "I missed my last school festival," she grumbled.

"Don't worry, Madoka!" Sakurako chirped. "It wasn't as good as last year's festival. Oh, except the dragon; that was amazing." The others voiced their agreement, and Madoka groaned again.

"I'm sorry, Madoka-senpai," someone said. Madoka uncovered her eyes and found herself looking at the middle school student, Liliana Rosario.

"What?"

"I'm sorry I got you involved in this. If I had known it would be so dangerous, I would have—"

"Idiot. Don't worry about it," Madoka said, brushing it off. It wasn't the fact that the whole thing had been incredibly dangerous that irritated her, it was the way the girl had introduced herself in the beginning. Very rude. Well…she could forgive the girl. If something similar happened to Misa or one of the others, she would probably do whatever she felt she had to do as well.

"So, when you are feeling better again, we can continue our training, right?" Ku Fei asked suddenly.

Madoka turned red, but nodded. "Thank you, Ku Fei."

"No problem!"

"I'm glad you're ok, Madoka," Misa mumbled from the blanket.

"I'm glad you're ok too, Misa," she replied. The others started chatting amongst themselves as they filed out of the room, and Sakurako, as the last one out, closed the door, leaving Misa and Madoka alone.

"Don't do anything that stupid again," Misa demanded from the blanket.

Madoka left her hand resting on Misa's back and looked away, maintaining her silence.

"That's annoying," Misa said, finally showing her face.

"Sorry. About charging in, I mean," Madoka said quietly. She wanted to get up and walk around, but…it was probably best to stay in bed until the doctors told her she could get up. She knew from long experience that it was usually a bad idea to rush through an injury. "But what about you? You went right in and you couldn't even use any magic."

"Tch. What else did you expect me to do?" Misa asked as she got up and sat down on the side of the bed and made herself comfortable.

"I don't know, work out how to get around the wards, disable them, and _then_ charge in like a lunatic?" Madoka asked, smirking.

Misa rolled her eyes. "Yeah right, _that's_ realistic."

Madoka laughed and glanced out through the window. It was a nice clear day, and it shouldn't take too long to get back on her feet again.

"So, how long am I stuck in here, anyway?" Madoka asked with a sigh.

"Well, you aren't really hurt anywhere, but the doctors said you would be sore for a long time. They think you should be ready to go out in a few days if you take it easy."

Madoka lay there, thinking that over for a moment.

"But…what about all that homework you missed? That was three weeks' worth, you know? It'll be hard to catch up," Misa said, grinning wickedly.

Madoka just groaned. "Ugh, maybe I should've stayed asleep until summer break."

Misa laughed.

----

----

----

----

Author's Notes: Well, that's it for this story. How did you like it? Anyway, Madoka will be a changed person after this point in her life; she has finally given in and embraced her power rather than hating it, and by all means her power levels must be _huge_ to defeat an ancient magic artifact that is many millennia old…and with such ease once she stopped fighting herself. That's a pretty big achievement, there.


End file.
